Severance and Other Payments a. If Employee's employment pursuant to this Agreement is terminated for "cause" (as herein defined), the Company shall not be obligated to pay or provide any severance compensation or benefits to Employee.
Severance and Other Payments a. If the Executive's employment pursuant to this Agreement is terminated for "cause" (pursuant to paragraph 5(a)) or due to the death or disability (as determined pursuant to paragraph 5(e) of this Agreement) of the Executive, the Company shall not be obligated to pay or provide any severance compensation or benefits to the Executive.
Severance and Other Payments. COMPANY, in exchange for the promises of EMPLOYEE contained below, agrees as follows:
Severance and Other Payments. (a) In the event that the Executive's employment is terminated at any time pursuant to Section 5(d) of this Agreement, which termination shall include the giving of notice not to extend the Term pursuant to Section 1(b), the Company agrees to pay the Executive a lump-sum cash payment equal to twice his then current annual base salary (the two year period following the end of the Term, the "Severance Period"), and the Company shall have no further obligations to the Executive. Prior to and as a precondition to the payment of such amount, the Executive shall deliver to the Company a general release of the Company, its subsidiaries and affiliates, and each of their officers, directors, employees, agents, successors and assigns, in the form attached hereto as Exhibit A, and provide the Director Resignation (as defined below). Payment shall be made on the date ten (10) business days following the delivery by Executive of the general release described in the previous sentence and the Director Resignation, and if the general release and the Director Resignation is not so delivered within sixty (60) days of termination of the Executive's employment, no payment shall be due. In all other instances, including termination of the Executive's employment for Cause, termination pursuant to Sections 5(b) or 5(c), or if the Executive voluntarily leaves the employment of the Company (other than as provided in Section 6), the Executive shall not be eligible or entitled to, and the Company shall not be obligated to make, any payment following the Executive's termination, except as otherwise provided in Section 7(b), and the Company shall have no further obligations to the Executive. Executive agrees that upon the termination of his employment with the Company he shall immediately resign his positions, if any, as a director of the Company and each of its subsidiaries (the "Director Resignation").
Severance and Other Payments. (a) In the event the Executive's employment is terminated by either of the Companies pursuant to Section 5(d) of this Agreement, which termination shall include the giving of notice not to extend the Term pursuant to Section 1(b), the Companies collectively agree to pay to the Executive as aggregate compensation: (i) a lump-sum cash payment equal to his then current annual base salary (the "Severance Payment"); (ii) monthly COBRA payments of any health-related benefits (medical, dental, and vision) as are then in effect for either a 12-month period following termination or until the Executive obtains or is eligible for coverage through a subsequent employer, whichever is earlier; (iii) any bonus payment that Executive may be entitled to pursuant to any bonus plans as are then-in-effect; and (iv) a car (not living) allowance, as provided pursuant to Section 4(b), for a one year period after termination. Prior to, and as a precondition to the payment of the Severance Payment, the Executive shall deliver to each of the Companies a general release of each of the Companies, their subsidiaries and affiliates, and each of their officers, directors, employees, agents, successors and assigns (but excluding a release of each of the Companies' continuing obligations under this Agreement and/or pursuant to its continuing indemnification obligations to Executive under their charters, bylaws, resolutions of each of the Board of Directors and under applicable insurance policies), in a form acceptable to each of the Companies and provide a Director Resignation (as defined below), if applicable. The Severance Payment and bonus payment referred to in Section 7(a)(iii) shall be made no later than ten (10) business days following the delivery by the Executive of the release referred to above and the Director Resignation (if applicable), and if said release and the Director Resignation are not so delivered within sixty (60) days of the Executive's receipt of said release (which release shall be delivered promptly to Executive following his termination of employment), then the Executive shall not be entitled to receive any Severance Payment or other benefits described herein. In all other instances, including termination of the Executive's employment for Cause, termination pursuant to Sections 5(b) or 5(c) above, or if the Executive voluntarily leaves the employment of each of the Companies (other than for a reason set forth in Section 6(a) above), the Executive shall not be el...
Severance and Other Payments. (a) Subject to Section 1.5(b), on the Closing Date, following the Closing, (i) Parent shall cause the Severance Account to be funded with all amounts necessary to make severance payments to Eligible Employees (each as defined in the Plan Term Sheet) in the amounts set forth in Section 1.5(i) of the Debtor Disclosure Letter (the “Excess Severance Payments”), (ii) Parent shall cause the Excess Severance Payments due each Eligible Employee to be paid from the Severance Account to such Eligible Employee on the Payment Date with respect to such Eligible Employee (it being understood that, for the purpose of determining entitlement to payment of Excess Severance Payments, the employment of each Eligible Employee who remains employed by the Debtor immediately prior to the Closing shall be deemed to have been terminated without Cause constituting a Qualifying Termination (each as defined in such Eligible Employee’s written Employment Agreement with the Debtor (each, an “Employment Agreement”)) as of the Closing), (iii) except as provided in clause (iv) of this Section 1.5(a), Parent shall pay, or cause to be paid, the other obligations set forth in Section 1.5 of the Debtor Disclosure Letter, in each case, on the applicable Payment Date; provided, that payments made in respect of any nonqualified deferred compensation plan shall be made in accordance with the relevant Eligible Employee’s deferral election; provided, further, that payments to be made under the Key Employee Incentive Plan shall be all those due and payable as a result of the Restructuring Completion (as defined in the Key Employee Incentive Plan), (iv) the Debtor shall irrevocably terminate the HCR ManorCare, Inc. Senior Executive Retirement Plan, as amended, as of the Closing Date and Parent shall pay or cause to be paid all amounts due thereunder, which amounts the Parties agree are set forth in Section 1.5 of the Debtor Disclosure Letter (and which amounts, for the avoidance of doubt, reflect the actuarial reduction provided for under Section 7.05(b) of the HCR ManorCare, Inc. Senior Executive Retirement Plan) on the applicable Payment Date, (v) QCP will execute and deliver the applicable Separation Agreement to each Eligible Employee (if not previously executed and delivered) and (vi) QCP will execute and deliver the Former CEO Settlement Agreement to the Former CEO (if not previously executed and delivered), subject to the Former CEO’s execution and delivery of the Former CEO Settlement Agreeme...
Severance and Other Payments a. If the Executive's employment pursuant to this Agreement is terminated by the Executive, is terminated for "cause" (as herein defined) or is terminated due to the death or disability (as determined pursuant to Paragraph 5(e) of this Agreement) of the Executive, the Company shall not be obligated to pay or provide any severance compensation or benefits to the Executive.
Severance and Other Payments a. If CONSULTANT'S agreement pursuant to this Agreement is terminated for "cause" (as herein defined), the Company shall not be obligated to pay or provide any severance compensation or benefits to CONSULTANT.
Severance and Other Payments. Subject to You signing and not revoking the settlement agreement and release in the form attached hereto as Exhibit A (the "SETTLEMENT AGREEMENT AND RELEASE"), within 5 days of the date hereof SCM will pay You $341,538.48 in cash, by check or wire transfer. Such payment is in consideration of Your execution of the Settlement Agreement and Release and is comprised of the following:
Severance and Other Payments a. If Consultant's agreement pursuant to this Agreement is terminated for "cause" (as herein defined), the Company shall not be obligated to pay or provide any severance compensation or benefits to Consultant.
